Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Reed's, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
758338305 (CUSIP Number) |
Ruba Qashu Barton LLP, 711 Third Avenue 14th Floor New York, NY, 10017 (949) 355-5405 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 758338305 |
| 1 |
Name of reporting person
D&D Source of Life Holding Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,139,519.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
59.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 758338305 |
| 1 |
Name of reporting person
Shufen Deng | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Reed's, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
501 Merritt 7 Corporate Park, Norwalk,
CONNECTICUT
, 06851. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | D&D Source of Life Holding Ltd. ("D&D") has sole voting and dispositive power over 27,139,519 shares of Issuer's common stock, $0.0001 par value, ("Shares") representing 59.5% of the outstanding Shares of common stock of the Issuer. Shufen Deng no longer may be deemed to be a beneficial owner of Shares of the Issuer. Era Regenerative Medicine Limited, a BVI company, owns all outstanding shares in D&D. The calculation is based on a denominator of 45,603,355 which includes (i) 30,665,365 Shares outstanding as of November 21, 2024 as disclosed in the Issuer's Definitive Information Statement on Schedule 14C filed on December 31, 2024, (ii) 232,108 Shares issuable upon exercise of currently exercisable warrants and (iii) 14,705,882 Shares issued by the Issuer in a private placement on December 30, 2024 as reported on Current Report on Form 8-K, as filed January 6, 2025. |
| (b) | D&D has sole voting and dispositive power over 27,139,519 Shares representing 59.5% of the outstanding Shares of the Issuer. Shufen Deng no longer may be deemed to be a beneficial owner of Shares of the Issuer. Shufen Deng previously disclaimed beneficial ownership of the Shares except for her pecuniary interest therein as sole stockholder and director of D&D. |
| (c) | On December 31, 2024, Shufen Deng resigned from her position as director of D&D and assigned and transferred all issued and outstanding shares of common stock of D&D to an unaffiliated third party, Era Regenerative Medicine Limited, a BVI company. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is supplemented by adding the following to the end of the disclosures therein set forth: On December 31, 2024, Shufen Deng resigned from her position as director of D&D and assigned and transferred all issued and outstanding shares of common stock of D&D to an unaffiliated third party, Era Regenerative Medicine Limited, a BVI company. On January 24, 2025, D&D and the Issuer entered into an Amendment to the Shareholders Agreement dated May 25, 2023 (the "Amendment to Shareholders Agreement"), updating the agreement to incorporating previously agreed terms: so long as D&D owns 25% or more of the Issuer's issued and outstanding common stock, (1) D&D shall have the right to designate three individuals for appointment to the board of the Issuer, two of which shall be "independent directors" as defined in the rules of the Nasdaq Stock Market, (2) D&D shall have the right to designate one board observer and (3) the size of the board will not exceed nine members without consent of both D&D's independent designated directors. On January 24, 2025, D&D entered into a Board Observer Agreement with the Issuer governing D&D's right to designate a board observer. Such board observer right permits the observer's attendance at board meetings and participation in discussions at such meetings. The agreement further provides for indemnification and advancement of expenses from the Issuer to the same extent provided by the Issuer to its directors and for reimbursement of reasonable out-of-pocket expenses incurred by the observer in connection with attending meeting, subject to the Issuer's policies in effect. Any individual's service as the observer is conditioned on such individual's execution of an agreement with the Issuer that preserves the confidentiality of Issuer information and board discussions. D&D designated Mr. Yumin Dai to be the board observer.On January 24, 2025, D&D and Shufen Deng executed the Joint Filing Termination.The foregoing descriptions of the Amendment to Shareholders Agreement, the Board Observer Agreement and the Joint Filing Termination do not purport to be complete and are qualified in their entirety by reference to the complete text of such documents, which are attached to this Schedule 13D/A and are incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Amendment to Shareholders Agreement between the Issuer and D&D dated January 24, 2025 (Incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K as filed January 28, 2025)Board Observer Agreement between the Issuer and D&D dated January 24, 2025 (Incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K as filed January 28, 2025)Joint Filing Termination dated January 24, 2025, attached hereto as Exhibit A |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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